Agenda / Content Covered

10:00 am - 5:00 pm Eastern Standard Time

1. The Basics and the Organization of the Single Member LLC
   10:00 - 11:00, Michael D. Cross Jr.
   1. Is the Single Member LLC the Best Choice?
   2. Formation and Operation
   3. Legislative Update
   4. Recent Trends and Current Issues
   5. LLC Conversions and Reorganizations
   6. Using the Single Member LLC to Purchase Real Estate
   7. Using Single Member LLCs in Asset Protection and Estate Planning
2. Tax Considerations
   11:15 - 12:15, Michael D. Cross Jr. and T. James Lee
   1. Formation Issues
   2. Pass-Through Treatment of LLCs
   3. Single Member LLCs
   4. Tax Basis, Debt and Loss Concepts
   5. Self-Employment Tax Issues
   6. Conversions and Reorganizations
   7. Liquidation of the LLC
   8. Tax Challenges in Converting to an LLC
   9. Compensation Strategies for Owner/Employees
3. The Single Member LLC and the Charging Order
   12:15 - 12:45, T. James Lee
   1. What is an LLC Charging Order and What Does it Do?
   2. Charging Order Benefits and Protections
   3. Charging Order Limitations
   4. Creditor Responses
   5. LLC Responses to Charging Orders
4. Protection Against Inside Debts (Piercing the Single Member LLC Veil)
   1:15 - 2:15, Samantha Neel
   1. Limiting Personal Liability: Forming a Single Member LLC
   2. Drafting SMLLC Operating Agreements to Limit Piercing - Do's, Don'ts and Sample Language
   3. Piercing the Single Member LLC Veil
      1. Alter Ego Theory
      2. How Strong is the Single Member LLC Veil? Recent Trends
      3. Case Law for the Plaintiff
      4. Case Law for the Defendant
      5. Specific Vulnerabilities for SMLLCs
      6. Analysis of Top "Factors" (Undercapitalization, Commingled Funds, etc.)
      7. Uncovering Manipulation/Misuse of the SMLLC
5. How to Draft the Single Member LLC Operating Agreement
   2:15 - 3:15, T. James Lee
   1. Organization and Formation Provisions
   2. Management and Membership
   3. Tax and Financial Matters
   4. Transfer Restrictions, Right of First Refusal, Impasse (Put/Call), Capital Call and Dissolution Provisions
   5. Distribution and Allocation Provisions
   6. General Rules
   7. Dissolution
   8. Signatures
6. Case Law Review
   3:30 - 4:00, Samantha Neel
   1. The Advanced Custom Builders Case: The Death Knell for Single Member LLCs?
   2. The Albright Case
   3. Wyoming and Nevada Single Member LLCs
   4. Recent Case Law Update
7. LLC Ethical Traps
   4:00 - 5:00, Michael D. Cross Jr.
   1. Role of Attorney in LLC Formation
   2. Avoiding Conflicts of Interest
   3. When to Refer an LLC Case Out
   4. Fraudulent Transfers

Accreditation Details:

MICHAEL D. CROSS JR. is a member of the Alpharetta business and technology law firm of Briskin, Cross & Sanford, LLC, where his areas of practice include partnership and LLC law, mergers and acquisitions, franchise law, and corporate law. For more than a decade, Mr. Cross served as an adjunct professor at Reinhardt University, where he taught undergraduate and graduate courses involving business law, media law, entrepreneurial law, organizational leadership, and ethics. He also speaks frequently at continuing legal education seminars and has worked with Emory Law School and the Georgia Chief Justice's Commission on Professionalism since 2005. Mr. Cross has been selected five times for inclusion in the listing known as Georgia Super Lawyers Rising Stars for his work representing entrepreneurs, investors, and privately-held companies. He is admitted to practice law in Georgia and Indiana, as well as before the U.S. Tax Court. Mr. Cross earned his B.A. degree from Anderson University; his J.D. degree from Emory University School of Law; and his LL.M. degree, with honors, from the University of Alabama School of Law.

T. JAMES LEE is a shareholder and director in the Phoenix office of Fennemore Craig, P.C., and chairs the firm’s private wealth preservation (trusts and estates) practice group. He is certified as a trust and estate specialist by the State Bar of Arizona; and practices in the areas of estate planning, trust and estate administration, charitable giving, business design and structuring, international taxation, and commercial transactions. Mr. Lee is a member of the American Bar Association, the Utah State Bar, the ABA's Committee on Estate and Gift Taxes (Taxation Section), and is a fellow of the American College of Trust and Estate Counsel (ACTEC). He earned his undergraduate degree in business management from Brigham Young University, with distinction as the top business school graduate in the area of entrepreneurship. He graduated, with honors, from the J. Reuben Clark Law School at BYU.

SAMANTHA NEEL is an associate attorney at Briskin, Cross & Sanford, LLC. Ms. Neel’s practice focuses on matters involving business law, including business organization, mergers and acquisitions, and general corporate transactions; employment law; franchise law; commercial real estate; and creditor's rights. Prior to joining Briskin, Cross & Sanford, LLC, she represented and advised financial institutions in commercial lending transactions, acquisitions, dispositions, commercial loan purchases and sales, debt remedies and restructurings, bankruptcy proceedings, and creditor's rights matters. Ms. Neel received her law degree from Emory University where she pursued a focus in transactional law and competed nationally on the Emory Law Negotiations Team. She received her undergraduate degree from Florida State University. Ms. Neel is admitted to practice in Georgia and belongs to numerous professional associations including the American Bar Association and the State Bar of Georgia.